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10-Q
PREPARED
BY:
David J.
White
Baker,
Donelson, Bearman, Caldwell & Berkowitz, P.C.
211 Commerce
Street, Suite 1000
Nashville,
Tennessee 37201
615.726.5600
RECORD AND
RETURN TO:
David J.
White
Baker,
Donelson, Bearman, Caldwell & Berkowitz, P.C.
211 Commerce
Street, Suite 1000
Nashville,
Tennessee 37201
615.726.5600
TAX PARCEL NO.
62-021-010
LEASE TERMINATION
AGREEMENT
THIS
LEASE TERMINATION AGREEMENT (the “Termination”) is dated as of
March ___, 2007, and is effective at the Effective Time (as defined
in Section 1 hereof), and is by and among
HR ACQUISITION I CORPORATION, a Maryland
corporation, HR ACQUISITION OF PENNSYLVANIA, INC.
, a Pennsylvania corporation (f/k/a Capstone Capital of
Pennsylvania, Inc.), and HRT HOLDINGS, INC ., a
Delaware corporation (collectively the “Landlord”),
with an address of 3310 West End Avenue, Suite 700, Nashville,
Tennessee 37203, and EMERITUS CORPORATION , a
Washington corporation (the “Tenant”), with an address
of 3131 Elliott Avenue, Suite 500, Seattle, Washington
98121.
PRELIMINARY
STATEMENTS
A. Pursuant to that certain Lease Agreement
identified on Exhibit A attached hereto
(the “Lease”), Tenant leased from Landlord the premises
more particularly described as the “Leased Property” in
the Lease (the “Premises”).
B. In conjunction with the conveyance of the
Premises by Landlord to Tenant, Landlord and Tenant wish to agree
and consent to the termination of the Lease.
TERMS
NOW, THEREFORE , in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and the
mutual promises contained in this Termination, the parties,
intending to be legally bound, agree as follows:
1.
Landlord and Tenant hereby agree
and consent to the termination of the Lease,
Loyalton at
Harrisburg
Harrisburg,
Dauphin County, Pennsylvania
effective as of
______ __.m. (Eastern Time) on the date hereof (the
“Effective Time”); provided, however, that Tenant is
not released from any liabilities, duties or obligations under the
Lease that arose or accrued prior to the Effective Time, including,
without limitation, the obligation, responsibility or liability for
the payment to Landlord or any other person or entity for any
losses, liabilities, damages, injuries, penalties, fines, costs,
expenses, claims and other amounts of any and every kind whatsoever
(including, without limitation, reasonable attorneys’ fees
and expenses) that relate to (a) the Lease; (b) Tenant’s
occupancy of the Premises or the improvements thereon; (c) the use
or enjoyment of any appurtenances, easements, rights and privileges
belonging to the Premises by Tenant or its invitees, officers,
contractors, subcontractors, agents, representatives or employees;
or (d) causes of action, claims, suits, actions or other
proceedings (i) pending at the Effective Time or (ii) filed or made
at or after the Effective Time and relating to events occurring or
liabilities or obligations arising or accruing prior to the
Effective Time.
2.
Tenant hereby releases and forever
discharges Landlord from all known or unknown causes of action,
claims, suits, actions, demands or other proceedings of any kind
that Tenant has as of the Effective Time or may have after the
Effective Time on account of or in any way arising out of or
related to the Lease or the Premises.
3.
This Termination shall be construed
and interpreted in accordance with the laws of the State in which
the Premises are located.
4.
This Termination shall inure to the
benefit of the successors and assigns of the parties
hereto.
5. This Termination may be executed in any number
of counterparts, each of which shall be deemed an original hereof
and all of which together shall constitute but one Termination. In
the event of any conflict between the terms of this Termination and
the terms of the Lease, the terms of this Termination shall govern
and shall be controlling.
Loyalton at
Harrisburg
Harrisburg,
Dauphin County, Pennsylvania
IN
WITNESS WHEREOF ,
the parties hereto have executed this instrument effective on the
date set forth above.
HR
ACQUISITION I CORPORATION , a
Maryland corporation
Witness:
___/s/ Monica
A. Carlson_______
By:______ /s/ John M. Bryant
______________
Name:_ Monica
A. Carlson ______________
John M. Bryant
Senior Vice
President and General Counsel
STATE OF
TENNESSEE )
)
ss:
COUNTY OF
DAVIDSON )
On this the
__14 day of March, 2007, before me, the undersigned officer,
personally appeared John M. Bryant, who acknowledged himself to be
the Senior Vice President and General Counsel of HR
ACQUISITION I CORPORATION , a Maryland corporation, and
that he as such officer, being authorized to do so, executed the
foregoing instrument for the purposes contained therein on behalf
of the said corporation.
IN WITNESS
WHEREOF, I have hereunto set my hand and official seal.
[SEAL]
_/s/ Ruth Anne
Caruthers_____________
Notary
Public
My commission
expires:__08/08/2010____
Loyalton at
Harrisburg
Harrisburg,
Dauphin County, Pennsylvania
HR
ACQUISITION OF
PENNSYLVANIA,
INC .,
a Pennsylvania corporation
Witness:
________/s/
Monica A. Carlson _____________
By:_ Monica A. Carlson
__________________
Name:__ /s/ John M. Bryant
_____________
John M. Bryant
Senior Vice
President and General Counsel
STATE OF
TENNESSEE )
)
ss:
COUNTY OF
DAVIDSON )
On this the
__14 day of March, 2007, before me, the undersigned officer,
personally appeared John M. Bryant, who acknowledged himself to be
the Senior Vice President and General Counsel of HR
ACQUISITION OF PENNSYLVANIA, INC ., a Pennsylvania
corporation, and that he as such officer, being authorized to do
so, executed the foregoing instrument for the purposes contained
therein on behalf of the said corporation.
IN WITNESS
WHEREOF, I have hereunto set my hand and official seal.
[SEAL]
_ s/ Ruth Anne Caruthers
________________
Notary
Public
My commission
expires:_ 08/08/2010__
